Upon notice to Seller Sample Clauses

Upon notice to Seller. Buyer may deduct from the amount due Seller under this Agreement either damages for any breach of this Agreement or amounts otherwise due Buyer from Seller, irrespective of whether the deduction is related to the goods or services provided by this Agreement. If no opportunity occurs to setoff, Seller is to return the payment in full.
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Upon notice to Seller. Buyer is hereby authorized at any time, and from time to time, to set-off and/or apply any and all amounts owing by Buyer to Sellers, whether under this Agreement or otherwise and including, but not limited to, any amounts owed pursuant to the Non-Competition Agreement, against any and all of the obligations of Sellers and/or MMC to Buyer hereunder, including without limitation Sellers' and MMC's obligations pursuant to Section 9.12 hereunder.
Upon notice to Seller. Buyer shall have the right to conduct an environmental assessment of all or any portion of the
Upon notice to Seller. Buyer is hereby authorized at any time, and from time to time, to set-off and apply any and all amounts owing by Buyer to Seller, whether under this Agreement or otherwise, against any and all of the obligations of Seller and/or Owners to Buyer pursuant to Section 9.12 hereunder. The set-off right with respect to indemnification obligations of Seller and/or Owners described in this subsection 9.14(c) shall not be exercisable unless Seller and/or Owners shall have failed to satisfy such indemnification obligation to Buyer after Buyer has given thirty (30) days' prior written notice to Seller and/or Owners specifying the nature and amount of such indemnification obligation and indicating its intention to exercise said set-off right under this Agreement. If Seller and/or Owners shall reasonably and in good faith object to Buyer's written notice, the issue of whether or not Buyer shall be entitled to a set-off shall be resolved in accordance with the dispute resolution provisions of Section 9.15 of this Agreement; provided, however, that Buyer -------- ------- shall not be obligated to pay any amounts it believes are subject to such set- off right pending the resolution of such dispute.

Related to Upon notice to Seller

  • NOTICE TO BUYER Do not sign this agreement before you read it or if it contains any blank spaces. This is a legal instrument. All pages of this contract are binding. Read both sides of all pages before signing. You are entitled to an exact copy of the agreement, school catalog, and any other papers you may sign, and are required to sign a statement acknowledging receipt of those.

  • Notice to NASD In the event any person or entity (regardless of any NASD affiliation or association) is engaged to assist the Company in its search for a merger candidate or to provide any other merger and acquisition services, the Company will provide the following to the NASD and EBC prior to the consummation of the Business Combination: (i) complete details of all services and copies of agreements governing such services; and (ii) justification as to why the person or entity providing the merger and acquisition services should not be considered an "underwriter and related person" with respect to the Company's initial public offering, as such term is defined in Rule 2710 of the NASD's Conduct Rules. The Company also agrees that proper disclosure of such arrangement or potential arrangement will be made in the proxy statement which the Company will file for purposes of soliciting stockholder approval for the Business Combination.

  • Notice to Purchaser DO NOT SIGN THIS CONTRACT UNTIL YOU READ IT OR IF IT CONTAINS BLANK SPACES.

  • Termination Notice If either Party, having become entitled to do so, decides to terminate this Agreement pursuant to the preceding Clause 8.2 (a) (i) or 8.2 (a) (ii), it shall issue Termination Notice setting out: (i) in sufficient detail the underlying Force Majeure Event; (ii) the Termination Date which shall be a date occurring not earlier than 60 (sixty) days from the date of Termination Notice; (iii) the estimated Termination Payment including the details of computation thereof and; (iv) any other relevant information.

  • Delivery Notice Notice of the Aircraft's Delivery Date, given by the Lessee as provided in Section 3.01 of the Participation Agreement and including any notice with respect to a postponed Delivery Date given by the Lessee pursuant to Section 3.05(c) of the Participation Agreement.

  • Notice to FINRA For a period of ninety (90) days after the date of the Prospectus, in the event any person or entity (regardless of any FINRA affiliation or association) is engaged, in writing, to assist the Company in its search for a Target Business or to provide any other services in connection therewith, the Company will provide the following to FINRA and the Representative prior to the consummation of the Business Combination: (i) complete details of all services and copies of agreements governing such services; and (ii) justification as to why the person or entity providing the merger and acquisition services should not be considered an “underwriter and related person” with respect to the Offering, as such term is defined in Rule 5110 of the FINRA Manual. The Company also agrees that, if required by law, proper disclosure of such arrangement or potential arrangement will be made in the tender offer documents or proxy statement which the Company will file with the Commission in connection with the Business Combination.

  • Notice to Company Indemnitee shall provide to the Company prompt written notice of any Proceeding brought, threatened, asserted or commenced against Indemnitee with respect to which Indemnitee may assert a right to indemnification hereunder; provided that failure to provide such notice shall not in any way limit Indemnitee’s rights under this Agreement.

  • CAFA Notice Pursuant to 28 U.S.C. § 1715, not later than ten (10) days after the Agreement is filed with the Court, the Settlement Administrator shall cause to be served upon the Attorneys General of each U.S. State in which Settlement Class members reside, the Attorney General of the United States, and other required government officials, notice of the proposed settlement as required by law, subject to Paragraph 5.1 below.

  • Notice to the Holder Whenever the Conversion Price is adjusted pursuant to any provision of this Section 5, the Company shall deliver to each Holder within two (2) Business Days a notice setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.

  • Notice to Escrow Agent Documents will be considered to have been delivered to the Escrow Agent on the next business day following the date of transmission, if delivered by fax, the date of delivery, if delivered by hand during normal business hours or by prepaid courier, or 5 business days after the date of mailing, if delivered by mail, to the following: [Name, address, contact person, fax number]

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